Sec Form 4 Filing - SC US (TTGP), LTD. @ Airbnb, Inc. - 2023-02-28

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SC US (TTGP), LTD.
2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2800 SAND HILL ROAD, SUITE 101,
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2023
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 02/28/2023 C( 1 ) 3,748,320 A $ 0 4,522,776 I Sequoia Capital Fund, LP ( 3 )
Class A Common Stock 02/28/2023 J( 2 ) 3,937,028 D $ 0 585,748 I Sequoia Capital Fund, LP ( 3 )
Class A Common Stock 02/28/2023 C( 1 ) 721,755 A $ 0 807,421 I Sequoia Capital Fund Parallel, LLC ( 3 )
Class A Common Stock 02/28/2023 J( 2 ) 726,648 D $ 0 80,773 I Sequoia Capital Fund Parallel, LLC ( 3 )
Class A Common Stock 8,153 I Sequoia Capital U.S. Venture 2010-Seed Fund, L.P. ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock ( 1 ) 02/28/2023 C( 1 ) 3,748,320 ( 1 ) ( 1 ) Class A Common Stock 3,748,320 $ 0 34,847,506 I Sequoia Capital Fund, LP ( 3 )
Class B Common Stock ( 1 ) 02/28/2023 C( 1 ) 721,755 ( 1 ) ( 1 ) Class A Common Stock 721,755 $ 0 6,459,036 I Sequoia Capital Fund Parallel, LLC ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SC US (TTGP), LTD.
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital Fund Management, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital Fund Parallel, LLC
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Sequoia Capital Fund, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SC U.S. VENTURE 2010 MANAGEMENT, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
SEQUOIA CAPITAL U.S. VENTURE 2010-SEED FUND, L.P.
C/O SEQUOIA CAPITAL
2800 SAND HILL ROAD, SUITE 101
MENLO PARK, CA94025
X
Signatures
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd. 03/02/2023
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P. 03/02/2023
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the General Partner of Sequoia Capital Fund, LP 03/02/2023
Signature of Reporting Person Date
By: /s/ Jung Yeon Son, by power of attorney for Roelof Botha, a Director of SC US (TTGP), Ltd., the General Partner of Sequoia Capital Fund Management, L.P., which is the General Partner of Sequoia Capital Fund Parallel, LLC 03/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Issuer's Class B Common Stock is convertible into the Issuer's Class A Common Stock on a one-for-one basis at the election of the holder thereof and has no expiration date.
( 2 )Represents a pro rata in-kind distribution of shares of Class A Common Stock of the Issuer to partners or members for no consideration and includes subsequent distributions by general partners or managing members to their respective partners or members.
( 3 )SC US (TTGP), Ltd. is (i) the general partner of Sequoia Capital Fund Management, L.P., which is the general partner of each of Sequoia Capital Fund, LP ("SCF") and Sequoia Capital Fund Parallel, LLC ("SCFP"), and (ii) the general partner of SC U.S. Venture 2010 Management, L.P., which is the general partner of Sequoia Capital U.S. Venture 2010-Seed Fund L.P. ("USV 2010-Seed"). As a result, SC US (TTGP), Ltd. may be deemed to share voting and dispositive power with respect to the shares held by SCF, SCFP and USV 2010-Seed. Each of such reporting persons disclaims beneficial ownership of the shares held by SCF, SCFP and USV 2010-Seed, as applicable, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.

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